MEMORANDUM OF UNDERSTANDING AND AGREEMENT

1. Parties. This Memorandum of Understanding and Agreement (“MOU”) is made

and entered into by and between Expedia. Inc. (“Expedia”) and the City and County of Honolulu

(the “City” and collectively, the “Parties”).

2. Purpose. The purpose of this MOU is to establish a cooperative and mutually

acceptable ‘Notice and Takedown” operating agreement between Expedia and the City that will

allow Expedia to continue offering listing services for legal short-term rentals within the City

and assist the City in enforcing its short-term rental laws by eliminating unpermitted short-term

rentals from the online marketplace.

3. Definitions. Unless otherwise specified, capitalized terms in this MOU have the

same meaning as provided in the City’s Land Use Ordinance (“LUO”), which is codified as

Chapter 21 of the Revised Ordinances of Honolulu, 1990 (as amended) C’ROH”). Capitalized

words in this MOU that are not defined by the LUO are defined below or in the parenthetical text

of this MOU. All other words in this MOU are to be construed according to their plain and

ordinary meaning, unless clearly otherwise intended by the Parties, based on context.

A. “B&B” means a bed and breakfast home, as defined by the LUO.

B. “Land Use Ordinance” or’LUO” means Chapter 21 of the Revised

Ordinances of Honolulu, 1990 (as amended).

C. List’ or Listing” means the publication or dissemination of an

advertisement for a STR or offering a STR for short-term rent using a website, application,

platform, or other technologies.

D. “Partner” means a person who uses Expedia’s platform or serv ices to offer

a STR for short-term rent.

E. Person” includes natural persons and any legal or business entities that

may be treated as having the rights of a persons under the law; such legal and business entities

include, without limitations: corporations, limited liability corporations, limited liability

partnerships, associations, unincorporated associations, partnerships, and trusts.

F. ‘Platform” means any technologies that are used, alone or in combination

with other technologies, to list an STR for short-term rent.

G. “Short-term” means less than thirty consecutive days.

H. ‘Short-term rental” or “STR” means a bed and breakfast home or transient

vacation unit, as defined by the City Land Use Ordinance.

I. ‘TVU” means a transient vacation unit, as defined by the LUO.

4. Term. This MOU is an at-will agreement by and between the Parties. Therefore,

either Party may terminate this MOU, with or without cause, subject to 30 days prior written

notice. In the event that this MOU is terminated, the Parties shall be returned to the legal

positions they occupied prior to the execution of this MOU, and Expedia will be provided sixty

days to achieve compliance with all applicable requirements of the City Land Use Ordinance

before the City seeks civil fines or penalties against Expedia for violations of the same.

5. Operating Agreement.

A. Mandatory Field. Within 90 days of the effective date of this MOU,

Expedia will create and implement two mandatory fields for B&B and TVU Listings on its

Platform(s). The mandatory fields will require Partners Listing a property as a R&B or TVU on

Expedias Platform to provide the City-issued Tax Map Key (“TMK”) number for the listed

property and the Partner’s Transient Accommodations Tax License Number (“TAT”) issued by

the State of E-lawai’i.

2

TMK numbers provided by Expedia’s Partners will include all digits assigned by the

City, and TAT numbers will include all digits assigned by the State of Hawai’i. In addition, the

instructions for Expedia’s listing flow will direct Partners that are listing a TVU or B&B on

Expedia’s Platform to identify the unit number for the property in the property description of the

listing if: (1) the property is located in an apartment building, multifamily dwelling, cooperative,

or other development with more than one dwelling unit per zoning lot (Multi-Unit Development)

and (2) the last four digits of the property’s TMK number does not correspond to the property’s

unit number.

Expedia’s Partners will be instructed to keep the TMK numbers and unit numbers (when

required) for B&Bs and TVUs listed on Expedia’s Platform up to date and accurate at all times.

B. Display of Mandatory Fields Data. Expedia will display the Partner-

provided TMK number and TAT number in the Partner’s publicly facing property Listing in lieu

of the partner’s non-conforming use certificate number, address, and/or B&B registration

number. The Partner-provided TMK and TAT numbers will be shown in a clear and

conspicuous manner.

C. Listing Removal for Failure to Include Number. When the mandatory

fields are implemented 90 days after the effective date of this MOU, Expedia will not allow any

new TVU or B&B Listings to appear on its Platform without a Partner-provided TMK number

and TAT number. Partners with existing STR Listings on Expedia’s Platform will have 60 days

from the implementation of the mandatory fields under Section 5.A of this MOU, or 60 days

from the City Department of Planning and Permitting’s (“DPP”) issuance of the first B&B

registration, whichever is later, to enter their TMK and TAT numbers in their Listings.

3

On the 61st day after implementation of the mandatory fields or on the 6lS day after DPP

issues the first B&B registration, whichever is later, Expedia will deactivate any TVU or B&B

Listing on its Platform that does not state the TMK number for the property and the Partner’s

TAT number. Listings that are deactivated under this Section of the MOU may be reactivated

upon the addition of the TMK number for the property and the Partner’s TAT number.

D. Link to County Information. Expedia will display a link to the Countys

licensing and information webpage in close proximity to the mandatory field as part of the

Partner onboarding process. That webpage is: http://ww\\honolulu.gov/dppstr.html. The City

will be solely responsible for the content of this webpage and may modify or change the content

of this page at any time, and in any manner that it deems appropriate.

E. Owner Education. Before the mandatory fields are launched, Expedia

will communicate to partners regarding the City’s requirements, including the relevant

requirements established by this MOU.

F. Monthly Reports. On the last business day of each month. Expedia will send

a report to the City that includes the URL and Partner provided TMK number for each property

listed on its Platform as a B&B or TVU. The first report due under this Section will be

submitted to the City 30 days after the close of the implementation period for the entry of TMK

and TAT numbers for existing Listings as described in Section 5.C of this MOU.

G. Deactivation of Listin2s. Starting after Expedia sends the first monthly

report described in Section 5.F, the City DPP may notify Expedia of TVUs and B&Bs that have

been issued a Notice of Violation for advertising or operating an unpermitted TVU or B&B. DPP

will not send more than two notifications per month, but each notification may identify multiple

listings or properties. Notifications should be sent to: HonoIuluCountvSupportE;expedia.corn.

4

Expedia will remove the Listing(s) associated with the properties identified by DPP’s

notice within 7 days of receiving such notice from DPP and will not allow the relisting of the

property without the prior written consent of DPP.

DPP will not unreasonably withhold relisting clearances for properties that are

determined to be eligible for short-term rental by the City Zoning Board of Appeals or any court

of competent jurisdiction.

H. Safe Harbor. In exchange for Expedia’s compliance with the terms and

conditions of this MOU, the City will not initiate an enforcement action against Expedia or seek

civil penalties against Expedia for violations of Ordinance 19-18.

Upon execution of this MOU, Expedia will be considered to be registered as a

hosting platform in compliance with Ordinance 19-18. If this MOU is terminated by either party

for any reason, Expedia will be allowed up to 60 days from the date of termination to formally

register itself as a hosting platform with DPP.

6. General Provisions.

A. Applicable law. This MOU is made under, and shall be interpreted in

accordance with the laws of the City and the City and County of Honolulu, the State of Hawaii,

and the United States of America, as applicable.

B. Amendments. This MOU may be modified or amended at the mutual

discretion of the parties by written amendments signed by both Parties.

C. Hosting Platform Parity. Expedia expects that the City will adopt

policies and practices regarding Hosting Platforms that are consistent industry wide.

If the City enters into an agreement with another Hosting Platform that lists properties in the City

and County of Honolulu, Expedia may request, and, the City shall approve, revisions to this

5

MOU to conform its provisions to any MOU with a Hosting Platform that Expedia views as

more beneficial to the platform than this MOU.

The City will provide notice to Expedia if it reaches agreements with other Hosting

Platforms. The City will also provide copies of any such agreement to Expedia within five days

of its execution by the City.

D. Meet-and-Confer. If either Party believes that the other is not

complying with any of the provisions set forth in this MOU, it shall notify the other and the

parties shall meet and confer in good faith to resolve any dispute. Both Parties shall provide one

another with reasonable time to resolve or cure any alleged violation or non-compliance of this

MOU.

E. Effective Date. This MOU will become effective upon the signature of

both Expedia and the City (Effective Date).

F. Confidentiality. Subject to compliance with the Hawai’i Uniform

Information Practices Law, Chapter 92F, HRS, the City agrees that drafts, discussions, and

negotiations leading up to the final, executed MOU will remain confidential to the extent

permitted by Hawai’i law. If the City receives a public records request for disclosure of such

documents or records, the City will use its best efforts to provide Expedia with iiotice at least 10

days prior to fulfilling the request.

G. Entirety of Agreement. This MOU, consisting of 8 pages, represents the

entire and integrated agreement between the Parties, and supersedes all prior negotiations,

representations and/or agreements, whether written or oral.

6

H. Severability. Should any portion of this MOU be judicially determined

to be illegal or unenforceable, the remainder of the MOU shall continue in full force and effect,

and either party may renegotiate the terms affected by the severance.

I. Third Party Beneficiary Rights. The parties do not intend to create in

any other Person the status of a third party beneficiary. This MOU shall not be construed so as

to create such status or rights in Persons who are not a party to this MOU. The rights, duties and

obligations contained in this MOU shall operate only between the parties to this MOU, and shall

inure solely to the benefit of the Parties to this MOU.

J. Counterparts. This MOU may be executed in counterparts, each of

which shall be deemed an original and all of which shall constitute one and the same instrument.

The parties will accept emailed PDFs of signature pages.

K. Geographic Scope. This MOU and the obligations imposed on the

Parties. are limited to Transient Vacation Units and Bed and Breakfast Homes located within the

legal boundaries of the City and County of Honolulu, State of Hawaii.

L. Contact and Notice Information. Unless otherwise specified, all notices

and other communications related to the administration of this MOU will be in writing and

delivered to the parties using the following email addresses and physical addresses:

7

Expedia: The County:

Expedia, Inc.1111 Expedia Group Way W.Seattle, WA 98119Email: aniemann@expediagroup.comAttention: Angela NiemannSenior Vice PresidentExpedia, Inc., Legal & Corporate Affairs

Department of Planning and Permitting650 South King St.. 7th FloorHonolulu, Hawai’i 96813Email: etakahash ihonolulu.govAttention: Eugene H. TakahashiSecond Deputy Director

IN WITNESS WHEREOF, the parties have caused this Memorandum of Understanding to beexecuted by their duly authorized officers.

Expedia:Expedia, Inc.

/

ByName: Amanda PedigoTitle: Vice President, Government &Corporate Affairs, North AmericaDate: November 18, 2020

The City & County of Honolulu:

ByName: Kirk CaldwellTitle: MayorDate: November , 2020

8